How to Form a Corporation in Colorado: Articles, Shares & Agent

To form a Colorado corporation you file Articles of Incorporation under the Colorado Business Corporation Act (C.R.S. § 7-102-102), stating the corporate name, authorized shares, registered agent, principal office, and incorporators. The corporation must maintain a registered agent (C.R.S. § 7-90-701) and file the periodic report (C.R.S. § 7-90-501). An 'S corporation' is a federal tax election with the IRS, not a separate Colorado entity. Fees apply; confirm current amounts on coloradosos.gov.

This is general information, not legal advice. A Colorado attorney can help you set up your corporation correctly.

A Colorado corporation is formed under the Colorado Business Corporation Act. Here’s the process.

The steps

File the Articles of Incorporation. Under C.R.S. § 7-102-102, the articles must state the corporate name, the authorized shares, the registered agent, the principal office, and the incorporators. You file them with the Colorado Secretary of State — filings are done online through the Secretary of State, and online filings are processed in real time and cost less than paper.
Maintain a registered agent. The corporation must keep a registered agent (C.R.S. § 7-90-701) to receive legal papers.
File the periodic report. Keep the corporation in good standing by filing the periodic report with the Secretary of State (C.R.S. § 7-90-501).

”S corporation” is a tax label, not an entity

An “S corporation” is a federal tax election made with the IRS — not a separate Colorado entity. You form a corporation under state law first, then may elect S-corp status federally if you qualify.

Fees

Filing fees apply to incorporate, and a periodic-report fee applies each year. These amounts change, so confirm the current fee on the Colorado Secretary of State site (coloradosos.gov) before you file.

Next steps

Weighing a corporation against an LLC? Compare them in choosing a business entity, or see how to form an LLC. For help, connect with a lawyer.

Frequently asked questions

What do I file to form a Colorado corporation?

You file Articles of Incorporation under the Colorado Business Corporation Act (C.R.S. § 7-102-102), stating the corporate name, authorized shares, registered agent, principal office, and incorporators.

Does a Colorado corporation need a registered agent and periodic report?

Yes. The corporation must maintain a registered agent (C.R.S. § 7-90-701) and file the periodic report with the Secretary of State (C.R.S. § 7-90-501).

Is an S corporation a different Colorado entity?

No. An 'S corporation' is a federal tax election made with the IRS, not a separate Colorado entity. You form a corporation under state law, then may elect S-corp status federally.

Related guides

Business Disputes in Colorado When a contract is breached in Colorado, remedies include money damages and, where damages are inadequate, specific performance. Deadlines matter: most contract actions must be brought within 3 years (C.R.S. § 13-80-101), but actions to collect a liquidated or determinable debt have 6 years (C.R.S. § 13-80-103.5). Where there's doubt, Colorado courts favor the longer period. Confirm current deadlines before relying on them.

Choosing a Business Entity in Colorado Colorado business owners choose among sole proprietorships and general partnerships (no formation filing), LLCs (Colorado Limited Liability Company Act, C.R.S. § 7-80-101 et seq.), and corporations (Colorado Business Corporation Act, C.R.S. Title 7, Articles 101–117). LLCs and corporations are formed by filing with the Secretary of State and generally shield owners' personal assets. LLCs and partnerships are usually pass-through for tax; corporations are taxed at the entity level unless they make a federal S-corp election.

Contract Basics in Colorado A contract needs offer, acceptance, and consideration. Colorado's statute of frauds (C.R.S. § 38-10-112) requires a signed writing for certain agreements — including those not to be performed within one year, a promise to answer for another's debt, and agreements in consideration of marriage. A contract for the sale of land or an interest in land must be in writing under a separate section (C.R.S. § 38-10-108).

How to Form an LLC in Colorado To form a Colorado LLC you file Articles of Organization with the Colorado Secretary of State under C.R.S. § 7-80-204, stating the LLC name, principal office, registered agent, and management structure. The LLC must continuously maintain a registered agent (C.R.S. § 7-90-701) and file a periodic report (C.R.S. § 7-90-501) — first due by the last day of the second month after the first anniversary, then annually. Filing and periodic-report fees apply; confirm current fees on coloradosos.gov.

Trade Name (DBA) Registration in Colorado A person or entity transacting business in Colorado under a name other than its true name must file a Statement of Trade Name with the Colorado Secretary of State (C.R.S. § 7-71-101). Unlike some states, Colorado has no newspaper-publication requirement — it's just a Secretary of State filing. Fees apply; confirm current amounts on coloradosos.gov.

How to Form a Corporation in Colorado